sc13a12_093010.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
 
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 12)*
 
NAVISITE, INC.
(Name of Issuer)
 
COMMON STOCK (PAR VALUE $0.01 PER SHARE)
(Title of Class of Securities)
 
63935M109
(CUSIP Number)
 
Madison Technology LLC
654 Madison Avenue, Suite 1609
New York, NY 10021
(212) 355 3400
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
 
October 6, 2010
(Date of Event which Requires Filing
of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  o
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 
 

 
1
NAME OF REPORTING PERSON:
 
Atlantic Investors, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)   o  
(b)  x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS:
 
OO
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
 
       o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER:
 
13,841,028
 
8
SHARED VOTING POWER:
 
0
 
9
SOLE DISPOSITIVE POWER:
 
13,841,028
 
10
SHARED DISPOSITIVE POWER:
 
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
13,841,028
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
     o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
36.7%
 
14
TYPE OF REPORTING PERSON:
 
OO
 
 
 
 
 

 
1
NAME OF REPORTING PERSON:
 
Madison Technology LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  o   
(b)  x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS:
 
OO
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
 
   o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER:
 
248,021
 
8
SHARED VOTING POWER:
 
0
 
9
SOLE DISPOSITIVE POWER:
 
248,021
 
10
SHARED DISPOSITIVE POWER:
 
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
248,021
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
0.66%
 
14
TYPE OF REPORTING PERSON:
 
OO
 
 

 
 
 
 

1
NAME OF REPORTING PERSON:
 
Arthur Becker
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)   o
(b)   x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS:
 
OO
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
 
    o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER:
 
1,794,740
 
8
SHARED VOTING POWER:
 
0
 
9
SOLE DISPOSITIVE POWER:
 
1,794,740
 
10
SHARED DISPOSITIVE POWER:
 
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
1,794,740
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
4.63%
 
14
TYPE OF REPORTING PERSON:
 
IN
 
 

 
 
 
 

1
NAME OF REPORTING PERSON:
 
Unicorn Worldwide Holdings Limited
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  o   
(b)  x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS:
 
OO
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
 
    o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
British Virgin Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER:
 
13,841,028
 
8
SHARED VOTING POWER:
 
0
 
9
SOLE DISPOSITIVE POWER:
 
13,841,028
 
10
SHARED DISPOSITIVE POWER:
 
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
13,841,028
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
36.7%
 
14
TYPE OF REPORTING PERSON:
 
CO
 
 
 
 
 

 
INTRODUCTION:

This Amendment No. 12 to the Schedule 13D filed by the Reporting Persons, as previously amended (“Schedule 13D”), is being filed to amend Items 4 and 6 as set forth below.
 
Item 4.         Purpose of Transaction.
 
Item 4 is amended as of the date hereof by adding the following at the end thereof:
 
Atlantic entered into a Confidentiality Agreement, dated as of October 6, 2010 (the “Confidentiality Agreement”), with the Issuer pursuant to which, among other things, Atlantic agreed to certain confidentiality and standstill provisions.  The foregoing description of the Confidentiality Agreement is qualified in its entirety by the Confidentiality Agreement, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 6.         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
The disclosure set forth in Item 4 above is herein incorporated by reference.
 
Item 7.         Materials to Be Filed as Exhibits
 

99.1
Joint Filing Agreement, dated as of October 8, 2010, among the Reporting Persons.
   
99.2
Confidentiality Agreement, dated as of October 6, 2010, by and between NaviSite, Inc. and Atlantic Investors, LLC.
 

 
 

 
 
 
 
 
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:      October 8, 2010
 
 
ATLANTIC INVESTORS, LLC,
a Delaware limited liability company
  
       
 
By:
 Unicorn Worldwide Holdings Limited, a Managing Member  
       
  By:  /s/ Simon McNally                                       
     Name:  Simon McNally  
     Title:    Director  
         
 
  
 
 
MADISON TECHNOLOGY LLC,
a Delaware limited liability company
  
       
 
By:
/s/ Arthur Becker                                       
     Name:  Arthur Becker  
     Title:    Managing Member  
       
 
 
     
   /s/ Arthur Becker                                                
 
 Arthur Becker  
       
 
 
 
UNICORN WORLDWIDE HOLDINGS LIMITED, a corporation
organized under the laws of the British Virgin Islands
       
 
By:
/s/ Simon McNally                                    
    Name:  Simon McNally  
    Title:    Director